Danielson v. Yoakum

Haynes, C. Action to recover damages alleged to have been sustained by the plaintiff by reason of false and fraudulent representations made by defendant, [383]whereby she was induced to purchase from the defendant certain bank stock. A general demurrer to the complaint was sustained, without leave to amend, and judgment was thereupon entered for defendant, and plaintiff appeals therefrom.

Plaintiff purchased from defendant thirty-six shares of the capital stock of the City Bank of Los Angeles on November 3, 1892, and the complaint sufficiently alleges false and fraudulent representations made by defendant to induce her to purchase, to justify a recovery, if damages were sustained. The complaint, however, further alleges that plaintiff discovered the fraud on or about August 17, 1893, and brought an action to rescind said contract of purchase, and that a decree xvas rendered therein requiring the defendant to return the consideration paid by plaintiff for said stock, and that she, pursuant to said decree, delivered said stock to the plaintiff.

The complaint then proceeds to allege: “That at the time of the transfer of said stock the said city bank was indebted to a large number of persons and corporations, and among them the following, in the amount set opposite their names” (enumerating more than eighty creditors, with the amount due to each).

That on or about November 22, 1893, these claims were consolidated by assignment, and the assignees commenced an action against .her to recover a ratable proportion of the said liabilities of said bank, and attached her property, and that on or about the eighteenth day of October, 1894, she paid on account of said claims the proportion thereof which said thirty-six shares bore to the entire subscribed capital stock, to wit, nine hundred and eighty-four dollars and ten cents, and claimed damages in that sum.

All the liabilities against the bank which are set out in the complaint are distinctly alleged to have accrued before she purchased the stock, and she was, therefore, not liable thereon to the creditors of the bank. The stockholders in a corporation who are liable to its cred[384]itors are those who were stockholders at the time the indebtedness or liability was incurred by the corporation. (Const., art. XII, sec. 3; Civ. Code, sec. 322; Bidwell v. Babcock, 87 Cal. 29.) Respondent was liable for his proportion of those debts at the time he sold and transferred said stock to appellant, and was not released from his liability by the transfer. (Civ. Code, sec. 322.) As there existed no legal liability against appellant, her payment was voluntary, and does not constitute a cause of action against respondent for damages.